RULES OF THE N.Z. MODEL AERONAUTICAL ASSOCIATION (INC) NOVEMBER 1996 NEW ZEALAND MODEL AERONAUTICAL ASSOCIATION (INC) ARTICLE 1: NAME The name of the Association is the New Zealand Model Aeronautical Association (Incorporated). ARTICLE 2: OBJECTS (a) To act as the controlling body for the Clubs and other bodies engaged in the sport or pastime of building and flying model aircraft in New Zealand (hereinafter referred to as "the said sport"). (b) To encourage and foster the said sport in all its phases in New Zealand or elsewhere. (c) To collect and supply information and advise on all or any matters pertaining to the said sport of model aeronautics generally. (d) To promote and hold either alone or jointly with any other Association, Club, Company or person, model aeronautical meetings, contests, gymkhana, carnivals, competitions, matches, exhibitions or trials and accept, offer, give or contribute towards prizes, medals and awards to participants and others. (e) To promote and hold parties, balls, dances or other entertainments for the purpose of promoting or assisting any of the objects of the Association (f) To raise money by subscriptions and to grant any rights or privileges to subscribers. (g) To buy, sell, lease, hire, mortgage, charge or exchange or otherwise deal with any real or personal property. (h) To take any gift or property, whether subject to any special trust or not, for any one or more of the objects of the Association. (i) To take any lawful steps for the purpose of procuring contributions to the funds of the Association. (j) From time to time to subscribe for contribute to any patriotic or charitable, benevolent or useful object of a public character. (k) To delegate a portion of the work of the Association and to pay a portion of its funds to any organisations formed for the advancement of any branch of aeronautics and appoint representatives on any such bodies. (l) To join or affiliate as a member of any club, association or society, whether incorporated under "the Incorporated Societies Act 1908" or not, and having as one of its objects the advancement or government of aeronautics. Article 2: Objects cont/.. (m) To enter into any arrangement with a Government or local authority or any club, company or person which may seem to be conducive to the objects of the Association and to acquire or obtain from any such Government, authority, association, company or persons any charters, contracts, decrees, rights, privileges or concessions which may be conductive to any such objects and accept and make payments under, carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights, privileges and concessions. (n) To enter into any contracts, agreements leases or arrangements with any person, firm, syndicate, corporation or company that may seem conducive to the objects of the Association or any of them and to surrender and accept surrenders of leases. (o) To borrow, raise, or secure the payment of money in such manner as the Association shall think fit, and in particular by mortgages, debentures or debenture stock, perpetual or otherwise, charges upon all or any of the Association's undertakings, goodwill, property and assets (both present and future) including its future acquired property, and to purchase, redeem or pay off such securities. (p) To draw, make, accept, endorse, discount, execute, issue and negotiate promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments. (q) To invest, lend and deal with the moneys of the Association upon such security and in such manner as may from time to time be determined upon. (r) To appoint, remove or suspend any secretaries, treasurers, officers, clerks, agents or servants and to direct and control them and fix and pay their remuneration, if any provided any such remuneration is reasonable payment for services incurred on behalf of the Association. (s) To do all or any of the things hereby authorised alone or in conjunction with another or others. (t) To do all such other things as are incidental to or conductive to the attainment of the above objects. PROVIDED HOWEVER that the foregoing objects shall in no way limit the rights and powers conferred upon societies incorporated under "the Incorporated Societies Act, 1908" or any amendments thereof. ARTICLE 3: MEMBERSHIP The members of the Association shall be of the following classes. (a) LIFE MEMBERS A resolution proposing Life Membership must be carried by a majority of at least three fourths of those present at a General Meeting and the election must be made only on the recommendation of Council. Life Membership shall be confined to persons who have rendered meritorious service to the sport generally or to the Association in particular. Life Members shall be entitled to all the privileges of membership without the payment of any further membership fee. (b) HONORARY MEMBERS Honorary Members may be appointed by the Council or Management for a period not exceeding 12 months and in all cases terminating at the next ensuing Annual General Meeting. (c) CONSTITUENT CLUBS Any club society or association or similar body whether incorporated or not may apply for membership as a constituent club and the Council of Management may accept or decline any such application. Members of a constituent club shall be deemed to be affiliate members of the Association. (d) DELEGATE MEMBERS Any person who is in the opinion of the Council a representative of any group of persons interested in the sport of model aviation may be elected a delegate member by the Council at any meeting thereof. Delegate membership shall commence upon election as aforesaid and shall terminate immediately prior to the next Annual General Meeting. Any person whose delegate membership shall have expired or be about to expire may be re-elected for a further term of one year by the Council of Management. (e) LONE MEMBERS Any person may apply in writing for Lone Membership and the Council of Management shall have power to accept or decline any such application. Lone Membership shall commence as from the acceptance by the Council of Management of any such application. Lone membership shall not normally be granted to persons residing within a 100km radius of a Constituent Club. (f) ASSOCIATE MEMBERSHIP The Council of Management may recognise any person or body of persons as Associate Members of the Association and any persons so granted membership may attend any General Meeting of the Association but shall have no right of voting nor any other privileges of membership. Associate Membership may be revoked by the Council of Management at any time. ARTICLE 4: RESERVED ARTICLE 5: REPRESENTATION OF CONSTITUENT CLUBS AT MEETINGS (a) Appointment of Representatives Each club shall be represented at all meetings of the Association by a duly appointed Representative. Each Club shall authorise in writing under the signature of its President or Secretary one (1) person (and an alternate one (1) person) to represent such Club at any meeting of the Association. Such written authorisation may be either a general one relating to all meetings of the Association or a specific authorisation relative only to a particular meeting. A general authorisation shall ensure until replaced by a new authorisation. A representative may be appointed by reference to the holding of a particular office in the Club and the holder of that office from time to time shall be that Club's representative. No club shall be entitled to vote other than through a duly appointed representative. A representative may hold any office in the Association. b) Revocation of Appointment The appointing Club only shall have the right to revoke the appointment of its Representative or alternate. Such revocation shall be in writing under the signature of the President or Secretary. ARTICLE 6: RESIGNATIONS Any member may resign by giving notice of such resignation in writing and shall cease to be a member upon receipt of such notice by the Secretary. Constituent Clubs and groups represented by Delegate Members may resign by a formal notice to the Secretary and nominees of such Constituent Clubs and Delegate Members representing such groups shall immediately upon receipt of such notice by the Secretary cease to act as Member. Failure to resign in the manner set forth above will not relieve such members or Constituent Clubs from payment of subscriptions due to the Association. ARTICLE 7: MANAGEMENT (a) Appointment The Association shall appoint at each Annual General meeting a Council of management to conduct such of the affairs of the Association and do any act, matter, or thing as are not required under these Rules to be dealt with by the Association in General Meeting or which in the opinion of the President by reason of urgency cannot be conducted by the Association in General Meeting. Nominations for positions on Council shall be forwarded to the Secretary by the 15th April prior to the AGM. The Council of management shall consist of the President, the Vice President, the Secretary, the Treasurer, the Competition Manager and five other persons who shall be members or office holders of constituent clubs, one each of whom shall reside in the following districts: NORTHERN NORTH ISLAND A representative nominated and elected by clubs in all that part of the North Island north of a line drawn from the North Head of the Raglan Harbour entrance on the West Coast curving south of Morrinsville to and excluding Waihi on the East Coast CENTRAL NORTH ISLAND A representative nominated and elected by clubs in all that part of the North Island that lies south of line drawn from the North Head of the Raglan Harbour entrance on the West Coast curving south of Morrinsville to and including Waihi on the East Coast and north of a line extending from and excluding New Plymouth on the West Cost to the southern tip of the Mahia Peninsula on the East Coast. SOUTHERN NORTH ISLAND A representative nominated and elected by clubs in all that part of the North Island that lies below a direct line extending from and including New Plymouth on the West Cost to the southern tip of the Mahia Peninsula on the East Coast. NORTHERN SOUTH ISLAND A representative nominated and elected by clubs in all that part of the South Island to the north of a line drawn from mouth of the Haast River on the West Coast and the Waitaki River on the East Coast. SOUTHERN SOUTH ISLAND A representative nominated and elected by clubs in all that part of the South Island to the south of a line drawn from the mouth of the Haast River on the West Coast and the Waitaki River on the east coast. Should the duties of any two members of the Council of Management be undertaken by one person then an additional Councillor may be elected. (b) VOTING Four (4) members of the Council present personally shall form a quorum. Each member of the Council shall be entitled to one vote at Council Meetings and the Chairman may exercise a casting vote in addition to his deliberate vote. ARTICLE 7: MANAGEMENT cont/.. (c) PROCEDURE The Council of Management shall have power to regulate its own procedure and may co-opt additional persons as members of the Council for such period as it may think fit but not beyond the next ensuing Annual General Meeting of the Association. At all meetings of the Council the President, or in his absence the Vice President shall be the Chairman or if neither the President nor the Vice President shall be present the longest serving member of the Council shall be Chairman. (d) SUBCOMMITTEES The Council of Management shall have power to establish such subcommittees as it may deem necessary from time to time to assist in carrying out its duties and to delegate all or any of its powers to such subcommittees. (e) ADVISORY COMMITTEES The Council of Management shall have power to delegate any matters to Advisory Committees and such Committees may consist of such members of the Association as may be appointed thereto with the approval of the Council. The members so elected or appointed shall be empowered to co-opt any member of the Association or such other person as may be approved by the Council for the purpose of advising Committee deliberations. Any Advisory Committee members or other persons co-opted may attend any Council meetings at which any report of such Advisory Committee may be presented and may address the Council relating to such report but shall have no vote in the Council. Such Advisory Committees may be elected or appointed to advise the Council on any activities undertaken by the Association. Advisory Committees shall normally function by providing advice and recommendations for action to the Council. However Advisory Committees shall not act on behalf of the Council unless Council's prior approval has been granted. (f) REMOVAL FROM OFFICE The Council of Management may at any time by resolution passed by a 2/3rds majority remove from office any officer or member of the Council of Management if the removal of such person is deemed in the best interests of the said sport. (g) CASUAL VACANCIES Any casual vacancies occurring in any of the offices or in the Council of Management shall be filled by the Council and any person so appointed shall hold office until the next ensuing Annual General Meeting. A vacancy caused by expulsion shall be deemed a casual vacancy. ARTICLE 8 OFFICERS (a) The officers of the Association shall be the Patron, President, Vice President, Immediate Past President, not more than four (4) Honorary Vice Presidents, Secretary, Treasurer Competition Manager and Auditor. The President, Vice President, Secretary, Treasurer and Competition Manager shall be deemed ex officio members of the Council of Management. (b) The Patron, Honorary Vice Presidents and Auditor need not necessarily be members of Constituent Clubs and shall have the right to attend any meetings of the Association or the Council of Management to speak thereof, but shall have no right to vote. (c) The officers of the Association shall be elected annually at the Annual General Meeting of the Association but shall not enter upon their office until the termination of such meeting. They shall hold office until the end of the Annual General Meeting following their election but shall be eligible for re-election. (d) The Council of Management may employ such persons as it may from time to time determine, to assist in the carrying out of the duties of any of the officers. Such persons may be paid for their services by resolution of the Council of Management provided any such payment is reasonable remuneration for services incurred on behalf of the Association. Any such persons so employed shall be deemed to be ex officio members of the Council of Management but shall have no voting rights at meetings of the Council of Management. (e) The Patron shall be his/her Excellency the Governor General subject to his/her acceptance. ARTICLE 9: DUTIES OF OFFICERS PATRON The Patron shall officiate in any manner and at his convenience at the request of the Council of Management. PRESIDENT The President shall preside at all Meetings. VICE PRESIDENT The Vice President should act as the President's Deputy in any matter when so requested by the President. IMMEDIATE PAST PRESIDENT The Immediate Past President shall, when so called on, render every assistance to the President, his Deputy or the Council in general in the running of the Association. The term of office shall be until the election of a new President. While not obliged to, the officer may attend any meeting of the Council of Management of that officers choosing. A standing apology shall be recorded for any meeting which the officer does not attend. SECRETARY It shall be the duty of the Secretary: (1) To conduct all the Association's correspondence and convene all meetings. (2) To keep accurate minutes of all Meetings of the Association. (3) To compile and maintain a register of all members: to keep a register of the Constituent Clubs' nominees from time to time. (4) To act as custodian of the Common Seal and all books and papers of the Association and to produce the same to the Council of Management whenever called upon so to do and see that the provisions of the Incorporated Societies Act are duly complied with. (5) To notify each new member of his election. (6) In case of inability to attend any Meeting to cause the necessary books and papers to be conveyed to the meeting place and handed to the Chairman. (7) To keep the register of all National records and the results of all National Contests. National record claims shall be investigated and submitted to the Council of Management for notification. (8) To ensure that all members of the Association who fly model aircraft are covered under the Association's Public Liability Insurance Scheme. (9) To conduct such other business as may be required from time to time by the Council of Management TREASURER It shall be the duty of the Treasurer: (1) To collect and receive all moneys due to the Association. (2) To pay all debts owing as soon as payment thereof is authorised by the Council of Management. (3) To keep proper books of account and an account of all assets and liabilities of the Association. (4) To have the custody of the funds of the Association. (5) To produce financial statements from time to time as required by the Council of Management. TREASURER (cont) (6) To prepare for each Annual General Meeting of the Association: Statement of Income and Expenditure and a Balance Sheet showing the Association's Assets and Liabilities made up to the 31 March preceding each Annual General Meeting and to have such Statement of Income and Expenditure and Balance Sheet duly audited by the Association's Auditor prior to presentation to each Annual General Meeting. (7) To pay all moneys received into the Account of the Association with the Association's Bankers. COMPETITION MANAGER: It shall be the duty of the Competition Manager: (1) To act as Liaison Officer between the Council and the appointed Competition Advisory Committees. (2) To act as the liaison officer for the Association on all International FAI matters. (3) To co-ordinate and assist with all competition activities both FAI, International and local undertaken by the appointed Competition Advisory Committees. (4) To co-ordinate the National Competition Programme with the appointed Competition Advisory Committees. (5) Ensure that all Competition General and Discipline Rules are approved prior to final acceptance and that such rules do not breach CAA requirement, safe flying practices and do not conflict with any other rules currently in place. (6) Any other duties as specified either in the Association By-Laws or the Competition Managers Position Description. AUDITOR The Auditor shall examine all accounts, vouchers and Annual Accounts of the Association presented by the Treasurer and report thereon to each Annual General Meeting. ARTICLE 10: NOTICE OF MEETINGS NOTICES of General Meetings shall be given to members by written Memoranda dispatched by ordinary post to the Members last known place of abode. Constituent Clubs shall be notified by memoranda dispatched by post addressed to the Constituent Club at its last known address for service of notices. Unless a longer notice is provided to be given for any General Meeting 7 days notice shall be given. Notices shall be deemed to be given on the date upon which the same would be delivered in the ordinary course of post. The accidental omission of any member in being given notice shall not invalidate any proceedings at any Meeting. ARTICLE 11: ANNUAL GENERAL MEETING The Annual General Meeting of the Association shall be held during the months of June or July or so soon thereafter as the Council of Management shall be able to convene the same. The time and place of each Meeting shall be decided by the Council of Management not earlier than 6 months nor later than 6 weeks prior to each Annual General Meeting. The President of the Association for the time being shall preside at all Meetings or, failing his being present, a Vice-President or one of the nominated representatives of a Constituent Club or a Delegate Member, appointed by the Meeting. In the Event of the President, Vice President or any nominated representatives of Constituent Clubs not being present the meeting may appoint a Chairman, the Secretary taking the chair temporarily for the purpose of conducting this business. Each Annual General Meeting shall elect the ex-officio officers and Members of the Council of Management. The business of each Annual General Meeting shall be:- (1) The confirmation of any previous Annual General Meeting Minutes. (2) The adoption of the Treasurer's Annual statement of accounts and the Chairman's and Treasurer's Reports. (3) The election of ex-officio officers and members of the Council of Management. (4) Such other business of which notice shall have been duly given in terms of these rules. (5) General Business ARTICLE 12: SPECIAL GENERAL MEETINGS Special General Meetings of the Association may be called at any time by order of the Council of Management or on a requisition executed by at least three Constituent Clubs or delegate members. Such request shall specify the business to be placed before the Special General Meeting and at least seven days' notice shall be given of all Special General Meetings. The Council of Management shall allot the venue of such meetings. In the event of the Council of Management failing to convene the meeting within fourteen days of the receipt by the Secretary of a written request by the requisitionists, they may themselves do so and allot the venue of such meeting providing always the aforesaid terms of notice be observed. ARTICLE 13: QUORUM, GENERAL MEETINGS To conduct the business of a General Meeting a quorum of ten (10) persons entitled to vote as delegate members or representatives of Constituent Clubs or Lone Members (not including the Chairman) must be present. Proxies shall be counted in determining whether a quorum is present. ARTICLE 14: ALTERATION OF RULES At any General Meeting of the Association the Rules of the Association may be altered by the enactment of any further rules or by the rescission or amendment of any of the existing rules PROVIDED HOWEVER, no amendment is to be approved if it in any way affects the Income Tax exempt status of the Association and that seven days notice in writing of resolution embodying the proposed additions rescissions or amendments shall be given to all members and such resolution shall be passed by a majority of at least 3/4ths of the members of the Association present at such Meeting, voting personally or by proxy. Only Constituent Clubs, delegate members or the person representing Lone Members shall be entitled to vote on a notice of motion affecting the Rules of the Association. ARTICLE 15: NOTICE OF MOTION: GENERAL MEETINGS Notices of Motion for presentation to an Annual General Meeting must be delivered to the Secretary by 15th April prior to the Annual General Meeting. Notices of Motion for presentation to a Special General Meeting must be in the Hands of the Secretary at least fourteen (14) days prior to the Meeting at which they are required to be presented. Notices of Motion for presentation at any General Meeting shall be set out on the notice calling such meeting. At a General Meeting, leave may be given to the mover (by ordinary resolution) to alter a motion, of which due notice has been given. ARTICLE 16: MOTION TO RESCIND: GENERAL MEETINGS Any motion to rescind a resolution carried at a previous General Meeting of the Association must be signed by at least three (3) officers of the Association or three (3) representatives of Constituent Clubs or three (3) delegate members or not less than three (3) officers or such representatives or delegate members combined. Representatives or delegate members so signing must have authority from the body they represent to do so. ARTICLE 17: VOTING: GENERAL MEETINGS (a) VOTING Voting may be by show of hands or on the voices or by secret ballot. Any two members entitled to exercise at least two votes shall be entitled to demand that any particular vote be taken by ballot. All matters voted upon, except where otherwise specified, shall be decided by a simple majority. The Chairman shall have a casting vote in addition to his deliberate vote in all cases of an equal division. Article 17: voting: General Meetings cont/-- (b) VOTING POWERS Only constituent clubs, delegates members and lone members shall have voting rights at meetings of the Association. Constituent Club representatives shall be entitled to vote as follows:- Up to 20 members 1 vote 21 to 40 members 2 votes Over 40 members 3 votes Delegate members shall have one vote for the group of persons they represent. Lone Members shall be entitled to exercise one vote for all Lone Members in the Association for the time being. All Lone Members present personally or by proxy at any meeting of the Association shall among themselves under the direction of the Chairman, elect one of their number to exercise the Lone Member's vote for that particular meeting. ARTICLE 18: PROXIES GENERAL MEETINGS Any Constituent Club or delegate member shall be entitled to arrange for voting by proxy at any Annual General or Special General Meeting of the Association. ARTICLE 19: SUBSCRIPTIONS The subscriptions for each class of member of constituent clubs shall be fixed at an Annual or Special General Meeting of the Association and shall remain in force until amended at any subsequent Annual or Special General Meetings; such subscriptions shall be payable as from the ensuing 1st April or such other date as may be determined by the Council of Management. Members whose fees are three months or more overdue shall be deemed unfinancial. Members unfinancial for one year shall ipso facto cease to be members of the Association. Subscriptions of affiliated members shall be paid by the Constituent Clubs. ARTICLE 20: BY-LAWS AND REGULATIONS The Council from time to time may make, alter or revoke any By-laws or regulations provided such additions, alterations and deletions are not repugnant to the rules of the Association and further provided that thirty days prior notice be given in writing to Constituent Clubs and Delegate Members before any such additions or deletions take effect. ARTICLE 21: PROVINCIAL ASSOCIATIONS The Council of Management may recognise any group of persons or collection of groups of persons as a Provincial Association. Before any Provincial Association shall receive recognition it shall formulate rules to the approval of the Council of Management. Delegate Membership may be granted to any one person as representing such Provincial Association. ARTICLE 22: DUTIES OF PROVINCIAL ASSOCIATIONS The functions of a Provincial Association are as follows:- (a) To control, foster and encourage model aviation within the territory allotted by the Council. (b) To promote and control interclub competitions between clubs under its jurisdiction. (c) To establish and publish provincial model aircraft flight records and issue provincial record cards. (d) To submit to the Council of Management reports of activities within its area at intervals approved by Council. (e) To enforce the correct observance of rules and regulations of the Association ARTICLE 23: SUSPENSION AND EXPULSION OF CONSTITUENT CLUBS The Council of Management may suspend or expel any Constituent Club or member if in the opinion of the Council of Management, after due enquiry at which the offending club or member shall have been heard in its defense, such club or member has been guilty of any conduct prejudicial to the interest of the said sport. ARTICLE 24: REGISTERED OFFICE The location of the registered office of the Association shall be decided from time to time by the Council of Management. ARTICLE 25: BANK ACCOUNT The Association may open accounts with any recognised banking institutions and the accounts shall be operated by three members of the Council, appointed by the Council; any two signatures to withdraw monies and any one signatory to endorse cheques and to negotiate documents for the purpose of making any deposit. ARTICLE 26: EXECUTION OF DOCUMENTS AND COMMON SEAL All documents intended to bind the Association shall be executed under the Common Seal of the Association and such execution shall be attested by the President or Vice-President, the Secretary and at least two other members of the Council of Management.ARTICLE 27: PUBLICATION OF ACCOUNTS At least fourteen days prior to any General Meeting of the Association at which it is intended to present the Annual Accounts, such Annual Accounts, together with the Treasurers Report and Auditor's Report shall be forwarded to all Constituent Clubs and Delegate Members. ARTICLE 28: MINUTES OF ANNUAL GENERAL MEETING The Council of Management is required to publish in full, the Minutes of the Annual General Meeting and these Minutes shall be forwarded to all Constituent Clubs and Provincial Association within twelve weeks after the aforesaid meeting and also that copies of the minutes shall be forwarded on request to affiliate members. ARTICLE 29: RESERVED ARTICLE 30: WINDING UP Upon the winding up of the Association the funds (if any) remaining after paying all liabilities and the expenses of winding up is to be distributed to any amateur game or sport promoter, or to a charitable organisation, as defined in accordance with the respective sections 61 (30) and 61(25) of the Income Tax Act 1976 which the Council of Management or the Liquidator or other persons conducting the winding up may nominate and failing any such nomination shall be paid over to some other sporting promoter meeting the above requirements nominated by the Registrar of Incorporated Societies.